Sector: Real Estate
COPT DEFENSE PROPERTIES · Meeting: May 14, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Eight Trustees
Trustee since 1999 with extensive real estate, finance, and capital markets experience; CDP's 3-year TSR of +57.6% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +48.2 percentage points, which is below the 65-point trigger threshold for strong-positive-TSR companies, so no TSR flag applies; no overboarding, attendance, or independence concerns identified.
Serves as President and CEO and has been a trustee since 2016; CDP's 3-year TSR of +57.6% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +48.2 percentage points, which is below the 65-point trigger threshold for strong-positive-TSR companies, so no TSR flag applies; no overboarding or independence concerns identified for this executive director.
Trustee since 2014 with deep real estate executive experience including CEO roles at publicly traded REITs; CDP's 3-year TSR of +57.6% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +48.2 percentage points, below the 65-point trigger threshold; no overboarding, attendance, or independence concerns identified.
Trustee since 2020 with senior U.S. intelligence and defense agency leadership experience highly relevant to CDP's defense-focused strategy; CDP's 3-year TSR outperforms the ^FNER benchmark by +48.2 percentage points, below the 65-point trigger threshold; currently serves on two other public company boards (T-Mobile and Parsons), which is within the acceptable limit.
Trustee since 2022 with extensive cybersecurity and U.S. government IT leadership experience relevant to CDP's defense tenant base; joined within the past four years and CDP's TSR substantially outperforms the ^FNER benchmark, well below the trigger threshold; no overboarding or attendance concerns identified.
Trustee since 2021 with a lengthy real estate capital markets career including executive roles at publicly traded REITs; CDP's 3-year TSR outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +48.2 percentage points, below the 65-point trigger threshold; no overboarding, attendance, or independence concerns identified.
Trustee since 2013 and currently active CEO of Omega Healthcare Investors (a publicly traded REIT), bringing deep executive and financial expertise; as a sitting CEO, the policy checks whether he holds two or more outside public board seats — he appears to hold only one outside board seat (CDP), so no overboarding flag applies; CDP's TSR outperforms the ^FNER benchmark well below the trigger threshold.
Trustee since 2017 with a 31-year career as a Deloitte audit partner, providing strong financial expertise as Audit Committee Chair; CDP's 3-year TSR outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +48.2 percentage points, below the 65-point trigger threshold; currently serves on two other public company boards (EPR Properties and Luxfer Holdings), within the acceptable limit.
All eight trustee nominees pass the policy screens: CDP's 3-year total shareholder return of +57.6% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +48.2 percentage points, which is below the 65-point underperformance threshold that would trigger a vote against directors at companies with strong positive returns; no director is overboarded, no attendance issues were disclosed, all committee members are independent, and the board discloses a clear skills matrix.
CEO
Stephen E. Budorick
Total Comp
$7,582,340
Prior Support
96.4%%
The CEO received total compensation of approximately $7.6 million, which is reasonable for the chief executive of a $3.5 billion defense-focused REIT with strong operating results including 95% leased occupancy and a 5.8% increase in funds from operations per share; approximately 67% of the CEO's pay was variable and directly tied to pre-set performance goals, well above the 50-60% threshold required by policy, with 60% of long-term equity awards subject to a three-year relative total shareholder return test against the Nareit Office Sector Index that has consistently paid out at maximum due to CDP's strong outperformance; pay-for-performance alignment is strong, as CDP's 3-year total shareholder return of approximately 22.5% (as disclosed in the proxy) far exceeds the peer group median of approximately 5.9%, justifying above-benchmark incentive payouts, and shareholders overwhelmingly approved pay at the prior annual meeting with 96.4% support.
Auditor
PricewaterhouseCoopers LLP
Tenure
29 yrs
Audit Fees
$2,016,605
Non-Audit Fees
$456,349
PwC has served as CDP's auditor since 1997, giving it approximately 29 years of tenure, which exceeds the 25-year threshold that would normally trigger a negative vote; however, the proxy provides a specific and compelling rationale for continued engagement — the Audit Committee explicitly considered tenure alongside audit quality metrics, PCAOB inspection results, fee appropriateness, and the mandatory five-year rotation of the lead engagement partner, which together satisfy the policy exception; the non-audit fee ratio (audit-related fees of $78,699 plus tax fees of $377,650 totaling $456,349 against audit fees of $2,016,605) works out to approximately 22.6%, well below the 50% threshold that would raise independence concerns; no material restatements were identified; PwC is a Big Four firm appropriate for a $3.5 billion public company.
The 2026 COPT Defense Properties annual meeting presents a straightforward ballot with three proposals: all eight trustee nominees receive FOR votes based on CDP's strong relative stock performance versus the ^FNER (FTSE NAREIT All Equity REITs Index) benchmark and clean governance records; PricewaterhouseCoopers receives a FOR vote on auditor ratification supported by a compelling Audit Committee rationale for continued engagement despite long tenure and a non-audit fee ratio well within policy limits; and the executive compensation program receives a FOR vote based on strong pay-for-performance alignment, majority variable pay structure tied to measurable goals, and overwhelming prior-year shareholder support of 96.4%.
14 companies disclosed in 2026 proxy filing
